AN AGREEMENT BY AND BETWEEN THE CITY AND COUNTY OF BROOMFIELD, PEAK ENTERTAINMENT, LLC, AND ARTIST NAME FOR THE PLACEMENT AND DISPLAY OF ART AT 1STBANK CENTER PARTIES. The parties to this Agreement are The City and County of Broomfield, a Colorado municipal corporation and county, (the “City”), Peak Entertainment, LLC (“Peak”) and ARTIST NAME, (“The Artist”) collectively, the “Parties,” or individually, a “Party.” RECITALS. The Recitals to this Agreement are incorporated herein by this reference as though fully set forth in the body of this Agreement. 2.1 On DATE, the Public Art Committee recommended art pieces for the Art for Awhile Sculpture Program which would provide for the installation of artworks that would be loaned to the City by Artists for display on City premises and other public properties located within the City and County of Broomfield. 2.2 City Council, by Resolution No. 2009-73, dated May 12, 2009, approved the Art on Loan Project and endorsed the installation and display of three loaned art pieces subject to the City and County Manager and Artist signing agreements in a form approved by the City and County Attorney. 2.3 The Artist’s work entitled ”Title of Artwork” (the “Artwork”), is described in Exhibit A attached hereto and incorporated herein. 2.4 The Artwork shall be installed by the artist and City or its designee at the Approved Location located at 1STBANK Center, 11450 Broomfield Lane, Broomfield, Colorado, at a location determined in the sole discretion of 1STBANK Center and the City (the "Approved Location"). TERMS AND CONDITIONS. In consideration of the mutual covenants and promises of the Parties contained herein, and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 3.1 Term. The Artist agrees to loan Artwork to the City and Peak Entertainment, LLC for the Term of this Agreement. Said Term shall begin upon delivery of the Artwork to City and terminate on March 1, 2018 unless extended by written mutual agreement. 3.2 Obligations. 3.2.1 Artist Obligations. 3.2.1.1 Transportation and Delivery. The Artist is responsible for the packaging, loading, transportation and delivery of the Artwork to and from the Approved Location at the Artist’s expense, and at no cost to the City or Peak Entertainment, LLC. The Artist shall work with the City to establish the date of delivery, with delivery to occur prior to March 10, 2017. Removal of the Artwork shall occur no later than March 10, 2018, unless extended by written mutual agreement. 3.2.1.2 Installation and Removal. The Artist is solely responsible for installation and removal of the Artwork and must provide all equipment needed for installation and removal. The Artist will coordinate with the City or its designee to meet the conditions and dates outlined in this Agreement. The Artist shall coordinate with the City as required in determining the anchoring and attachment systems for the installation of the Artwork. The Artwork shall be provided by Artist in a manner that, to the extent reasonable, makes the Artwork vandal and theft proof, and that can withstand the effects of weather, and requires minimal or no repair and maintenance, as the Artwork will be placed in a high traffic area and will be accessible to the public. 3.2.1.3 Contest Eligibility. Artist agrees the Artwork will be entered into a “Broomfield's Choice” contest with the other sculptures in the program. The Broomfield community will select the winner of "Broomfield's Choice" award. The winning artist will be awarded $1,000. 3.2.1.4 Conformity. Artist shall complete all work hereunder in conformity with Exhibit A and the requirements of this Agreement. 3.2.2 Peak Obligations. 3.2.2.1 Payment. Payment to the Artist by Peak under the terms of this Agreement shall not exceed $1000.00 for the loan of the Artwork. The amount of $1000.00 will be paid to the Artist after installation of the Artwork at the Approved Location at 1STBANK Center and upon final acceptance of the installation of the Artwork in writing by City. 3.2.3 City Obligations. 3.2.3.1 Base and Plaque. The City or its designee shall provide a solid base on which to install the Artwork and a plaque with the name of the Artwork and the Artist and the sales price for the Artwork. 3.2.3.2 Installation and Removal. The City or its designee will coordinate with the Artist the installation and removal of the Artwork per the terms of this Agreement. The City or its designee will assist the Artist in determining the anchoring and attachment systems for the installation of the Artwork at the 1STBANK Center. 3.3 Purchase of Artwork by Third Party. If the Artwork sells within the Term of this Agreement, Artist shall provide the City with a bona fide written agreement for the purchase by a third party that includes the sales price to be paid. The Artist shall pay to the City within thirty (30) days of Artist’s receipt of the purchase price an amount equal to twenty percent (20%) of said purchase price. The Artist is solely responsible for the removal and delivery of the Artwork to the purchaser. If the Artwork sells within the Term of this Agreement, the Artist and City, by written mutual agreement, may agree that another of the Artist’s works be placed at the Approved Location under the same terms and conditions as provided in this Agreement. 4.0 WARRANTIES. 4.1 Warranties of Title. The Artist represents and warrants to the City that: 4.1.1 The Artwork is solely the result of the artistic effort of the Artist; 4.1.2 Except as otherwise disclosed in writing to the City prior to the time of execution hereof, the Artwork is unique and original or a limited edition, and does not infringe upon any copyright; 4.1.3 That neither the Artwork delivered hereunder, nor a duplicate thereof, has been accepted for sale elsewhere; and 4.1.4 The Artwork is free and clear of any liens or claims from any source whatsoever. 4.2 Warranties of Quality and Condition. The Artist represents and warrants to the City that: 4.2.1 The installation and removal of the Artwork at the Approved Location will be performed in a workman-like manner; 4.2.2 That the Artwork will be installed, will be free of defects in material and workmanship, including any defects consisting of “inherent vice” or qualities which cause or accelerate deterioration of the Artwork; and 4.2.3 Reasonable maintenance of the Artwork will not require procedures in excess of those described in the maintenance recommendations, if any, to be submitted by the Artist to the Cultural Affairs Manager. 4.3 Ownership and Reproduction Rights. 4.3.1 Title. Title to the Artwork shall remain with the Artist. Risk of damage or loss to the sculpture shall remain with the Artist until final acceptance of the installation of the Artwork in writing by the City. The Artist retains Copyright in and to the work under the Copyright Act of 1976, 17 U.S.C., Section 101, et seq. 5.0 INSURANCE. The City shall insure the Artwork through a separate insurance policy or its self insurance carrier in the amount determined by the City. However, insurance requirements contained in this Agreement shall not be deemed to limit or define obligations of the Artist as provided elsewhere in this Agreement, and the Artist should rely on its expertise to obtain additional insurance coverage needed for the City and the Artist in its performance hereunder. 6.0 OTHER REMEDIES. Should the Artwork not be delivered by the Artist prior to March 10, 2017, then the City or Peak, in addition to any other remedies to which it is entitled, shall be entitled to a refund from the Artist of all sums paid by the City or Peak pursuant to this Agreement. If the Artist promptly refunds all sums paid by the City or Peak, the Artist shall be under no further obligations under this Agreement. If the Artist fails to promptly refund sums paid, the City or Peak shall be entitled to all costs and attorney’s fees for any action taken to recover such refund. 7.0 INSTALLATION DATE. The Artist shall deliver the Artwork to the Approved Location in a condition ready for installation prior to March 10, 2017, unless such date is extended in writing by the Cultural Affairs Manager. 8.0 AUTHORIZED CITY REPRESENTATIVE. The Artist understands and agrees that the Cultural Affairs Manager orders and directs all services under this Agreement, and until the Artist is otherwise notified, is designated as the authorized representative of the City through whom services performed under this Agreement shall be coordinated. The Artist agrees that during the Term of this Agreement, he or she shall fully coordinate all work hereunder as directed by the City, including coordination with the City’s Community Development Department, other City agencies, committees or departments and other consultant or Artists to the City. 9.0 REMOVAL, RELOCATION, SALE, DONATION OR DESTRUCTION. Nothing in this Agreement shall preclude any right of the City, in its sole discretion to: (i) remove the Artwork from public display and return it to the Artist or (ii) move or relocate the Artwork to another location selected solely by the City for public display. 10.0 ASSIGNMENT. This Agreement shall not be assigned by the other Party without the prior written consent of the City. 11.0 NOTICES. Any notice required or permitted by this Agreement shall be in writing and shall be deemed to have been sufficiently given for all purposes if personally served or if sent by certified mail or registered mail, postage and fees prepaid, addressed to the Party to whom such notice is to be given at the address set forth on the signature page below, or at such other address as has been previously furnished in writing, to the other Party or Parties. Such notice shall be deemed to have been given when deposited in the mail of the United States Postal Service. 12.0 EXHIBITS. All exhibits referred to in this Agreement are by reference incorporated herein for all purposes. 13.0 DELAYS. Any delays in or failure of performance by any Party of its obligations under this Agreement shall be excused if such delays or failure are a result of acts of God, fires, floods, strikes, labor disputes, accidents, regulations or orders of civil or military authorities, shortages of labor or materials, or other causes, similar or dissimilar, which are beyond the control of such Party. 14.0 PARAGRAPH CAPTIONS. The captions of the paragraphs are set forth only for the convenience and reference of the Parties and are not intended in any way to define, limit, or describe the scope or intent of this Agreement. ADDITIONAL DOCUMENTS OR ACTION. The Parties agree to execute any additional documents or take any additional action that is necessary to carry out this Agreement. INTEGRATION AND AMENDMENT. This Agreement represents the entire agreement between the Parties and there are no oral or collateral agreements or understandings. This Agreement may be amended only by an instrument in writing signed by the Parties. If any other provision of this Agreement is held invalid or unenforceable, no other provision shall be affected by such holding, and all of the remaining provisions of this Agreement shall continue in full force and effect. DEFAULT. Time is of the essence. If any payment or any other condition, obligation, or duty is not timely made, tendered, or performed by either Party, then this Agreement, at the option of the Party who is not in default, may be terminated by the non-defaulting Party, in which case, the non-defaulting Party may recover such damages as may be proper. If the non-defaulting Party elects to treat this Agreement as being in full force and effect, the non-defaulting Party shall have the right to an action for damages. WAIVER OF BREACH. A waiver by any Party to this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either Party. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Colorado. BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives, successors, heirs, and assigns, provided that nothing in this paragraph shall be construed to permit the assignment of this Agreement except as otherwise expressly authorized herein. 21.0 INDEMNIFICATION. In consideration for being permitted to display the below-described items on the premises of the City at the Approved Location, Artist agrees to indemnify and hold harmless the City, 1STBANK Center; Kroenke Sports Enterprises, LLC; KSE Broomfield, LLC; Anschutz Entertainment Group, Inc.; AEG Live, LLC; and Broomfield Urban Renewal Authority; and each of their respective affiliates, members, owners, officers, directors, agents, representatives, employees, shareholders, and landlords, insurers, and self-insurance pool (the “Indemnitees”), from and against all liability, claims, and demands, which are incurred, made, or brought by any person or entity, on account of damage, loss, or injury, including without limitation claims arising from loss of or damage to the items or other property, bodily injury, personal injury, sickness, disease, death, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with the Artwork or its display on City premises, whether any such liability, claims, and demands result from the act, omission, negligence, or other fault on the part of the City, its officers, or its employees, or from any other cause whatsoever. By signing below, Artist understands, acknowledges and agrees that the display of the Artwork on Broomfield Urban Renewal Authority premises may involve risks of damage, loss, or injury to the items, that the City assumes no responsibility, has and exercises no control over, and undertakes no duty of care, of any nature in connection with the Artwork or its display on Broomfield Urban Renewal Authority premises. While the City has agreed to insure Artwork to the extent deemed appropriate by City, Artist further understands and agrees that Artist shall at all times be and remain solely responsible for using its own discretion in maintaining any appropriate liability insurance, property insurance, and/or other appropriate insurance coverages in connection with the Artwork and its display on the premises of the City that Artist deems necessary, in Artist’s sole discretion. EXECUTION IN COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. INDEPENDENT ARTIST. The Artist is an independent contractor as described in section 8-40-202(2), C.R.S., and is not entitled to workers' compensation benefits from the City and, further, is obligated to pay federal and state income tax on moneys earned pursuant to this Agreement. NO THIRD-PARTY BENEFICIARIES. This Agreement is intended to describe the rights and responsibilities only as to the Parties hereto. This Agreement is not intended and shall not be deemed to confer any rights on any person or entity not named as a Party hereto. FINANCIAL OBLIGATIONS OF THE CITY. All financial obligations of the City under this Agreement are subject to appropriation, budgeting, and availability of funds to discharge such obligations. Nothing in this Agreement shall be deemed to pledge the City's credit or faith, directly or indirectly, to the other Party. ATTORNEY'S FEES. If any Party breaches this Agreement, the breaching Party shall pay all of the non-breaching Party's reasonable attorneys' fees and costs in enforcing this Agreement whether or not legal proceedings are instituted. NO PRESUMPTION. The Parties to this Agreement and their attorneys have had a full opportunity to review and participate in the drafting of the final form of this Agreement. Accordingly, this Agreement shall be construed without regard to any presumption or other rule of construction against the Party causing the Agreement to be drafted. SEVERABILITY. If any provision of this Agreement as applied to either Party or to any circumstance shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in any other circumstances or the validity, or enforceability of the Agreement as a whole. EXECUTION REQUIRED. This Agreement shall not be binding upon any Party hereto unless and until the Parties have executed this Agreement. MINOR CHANGES. The Parties executing this Agreement are authorized to make non-substantive corrections to this Agreement and attached exhibits, if any, as they consider necessary. DAYS. If the day for any performance or event provided for herein is a Saturday, a Sunday, a day on which national banks are not open for the regular transactions of business, or a legal holiday pursuant to section 24-11-101(1), C.R.S., such day shall be extended until the next day on which such banks and state offices are open for the transaction of business. GOOD FAITH OF PARTIES. In the performance of this Agreement or in considering any requested approval, acceptance, or extension of time, the Parties agree that each will act in good faith and will not act unreasonably, arbitrarily, capriciously, or unreasonably withhold, condition, or delay any approval, acceptance, or extension of time required or requested pursuant to this Agreement. SURVIVAL OF OBLIGATIONS. The obligations contained in this Agreement that are not fully performed as of termination shall survive termination and shall continue to bind the Parties until fully performed. PARTIES NOT PARTNERS. Notwithstanding any language in this Agreement or any other agreement, representation, or warranty to the contrary, the Parties shall not be deemed to be partners or joint venturers, and neither Party shall be responsible for any debt or liability of the other Party.